SEC Form SC 13D/A filed by Hall of Fame Resort & Entertainment Company (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Hall of Fame Resort & Entertainment Company

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

40619L102

(CUSIP Number)

Nimish Patel, Esq.

Mitchell Silberberg & Knupp LLP

2049 Century Park East, 18th Floor

Los Angeles, CA 90067

Phone: (310) 312-3102

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 13, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

ITEM 1. SECURITY AND ISSUER

This Amendment No. 2 (this “Amendment No. 2”) relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Original Reporting Persons on July, 14, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed by the Original Reporting Persons on January 5, 2021 (“Amendment No. 1”). The address of the principal executive office of the Issuer is 2626 Fulton Drive NW, Canton, Ohio 44718.

Each Item below amends and supplements the information disclosed under the corresponding Item of the Original Schedule 13D, as amended by Amendment No. 1, as described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D, as amended by Amendment No. 1. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Original Schedule 13D, as amended by Amendment No. 1. Information given in response to each Item shall be deemed incorporated by reference in all other Items, as applicable.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 is of the Original Schedule 13D, as amended by Amendment No. 1, is hereby amended and supplemented by adding the following:

Lichter beneficially owns a majority of the membership interests in IRG. Lichter beneficially owns all of the membership interests of Midwest Lender. Lichter is a member of the Issuer’s board of directors.

The sole manager of IRG and Midwest Lender is S.L. Properties, Inc. (“SLP”). Exhibit 99.1 attached to the Original Schedule 13D contains additional information regarding the directors and executive officers of SLP.

Investment and voting decisions for IRG are made by SLP. Lichter disclaims beneficial ownership of the securities of the Issuer owned by IRG, except to the extent of his pecuniary interest therein.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Original Schedule 13D, as amended by Amendment No. 1, is hereby amended and supplemented by adding the following:

On May 13, 2021, IRG, LLC, as assigned by IRG, LLC to CH Capital Lending, entered into a Securities Purchase Agreement (the “2021 Securities Purchase Agreement”) with the Issuer. A copy of the 2021 Securities Purchase Agreement is attached as Exhibit 99.12 hereto and is incorporated by reference. Pursuant to the 2021 Securities Purchase Agreement, on June 4, 2021, the Issuer sold to CH Capital Lending, in a private placement (the “2021 Private Placement”), (i) 15,000 shares of the Issuer’s 7.00% Series B Convertible Preferred Stock (the “Series B Preferred Stock”), which are convertible shares of Common Stock, having an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment (the “CHCL Series B Preferred Stock”), and (ii) a Series D warrant to purchase 2,450,980 shares of Common Stock (the “2021 CHCL Warrants”). The aggregate purchase price for the CHCL Series B Preferred Stock and the CHCL 2021 Warrants was $15,000,000 (the “2021 Private Placement Purchase Price”). The 2021 CHCL Warrants are exercisable for a total of 2,450,980 shares of Common Stock at an exercise price of $6.90 per share of Common Stock (subject to customary adjustments). The 2021 CHCL Warrants may be exercised from and after December 4, 2021, subject to certain terms and conditions set forth in the 2021 CHCL Warrants. The 2021 CHCL Warrants, to the extent not exercised, will expire on June 4, 2024. The Certificate of Designations of the Series B Preferred Stock and the form of the 2021 CHCL New Warrants are attached as Exhibit 99.13 and Exhibit 99.14 hereto, respectively, and are incorporated herein by reference.

On March 1, 2022, CH Capital Lending purchased and acquired, as administrative agent and lender, pursuant to an Assignment of Loan and Loan Documents with Aquarian Credit Funding LLC, as existing administrative agent, and Investors Heritage Life Insurance Company, as existing lender, the Issuer’s $7.4 million term loan (the “Term Loan”) and related loan documents under the term loan agreement, dated as of December 1, 2020 (as amended, the “Term Loan Agreement”).

On March 1, 2022, immediately after CH Capital Lending became the lender and administrative agent under the Term Loan Agreement, the Issuer entered into Amendment Number 6 to Term Loan Agreement (“Amendment Number 6 to Term Loan Agreement”) by and among the Issuer, Newco, and certain of Newco’s subsidiaries, as borrowers, and CH Capital Lending, as administrative agent and lender. Under Amendment Number 6 to Term Loan Agreement, the maturity date of the Term Loan was extended to March 31, 2024. Also under Amendment Number 6 to Term Loan Agreement, the Term Loan was made convertible into shares of Common Stock at a conversion price of $1.50, subject to adjustment. Certain current and historical fees and expenses were added to the principal amount of the Term Loan and the interest rate was increased from 10% to 12%. Of such 12% per annum interest: (i) 8% per annum shall be payable monthly and (ii) 4% per annum shall be deferred and payable on the maturity date. Amendment Number 6 to Term Loan Agreement is attached as Exhibit 99.15 hereto and is incorporated herein by reference.

On August 5, 2022, the Company, certain of its subsidiaries and CH Capital Lending entered into Amendment Number 7 to Term Loan Agreement (“Amendment Number 7to Term Loan Agreement”) to increase the principal amount of the Term Loan to reflect (a) certain legal and other fees incurred as part of the previous amendment on March 1, 2022; and (b) to reflect paid-in-kind interest through July 31, 2022. The amount of the principal was increased to $8,751,763.

On March 1, 2022, as part of the consideration for Amendment Number 6 to Term Loan Agreement, the Issuer issued in a private placement (i) 330,000 shares of Common Stock to CH Capital Lending (the “Term Loan Commitment Fee Shares”) and (ii) a Series E warrant to purchase 1,000,000 shares of Common Stock to CH Capital Lending (the “Term Loan Warrants”). In addition, the Issuer agreed, subject to approval of its board of directors, to create a series of preferred stock, to be known as 7.00% Series C Convertible Preferred Stock (“Series C Preferred Stock”), and, upon the request of CH Capital Lending, exchange each share of Series B Preferred Stock that is held by CH Capital Lending for one share of Series C Preferred Stock. The Term Loan Warrants have an exercise price of $1.50 per share, subject to adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The Term Loan Warrants may be exercised from and after March 1, 2023, subject to certain terms and conditions set forth in the Term Loan Warrants. Unexercised Term Loan Warrants will expire on March 1, 2027. The Term Loan Warrants shall be cancelled without any further action on the part of the Issuer or the holder, in the event that the Issuer repays in full on or before March 1, 2023, the Term Loan. The form of the Term Loan Warrants is attached as Exhibit 99.16 hereto, and is incorporated herein by reference.

In connection with Amendment Number 6 to Term Loan Agreement, the Issuer and CH Capital Lending also amended and restated the CHCL New Warrants and the 2021 CHCL Warrants that the Issuer issued to CH Capital Lending to extend the term to March 1, 2027 and subject the exercise price to a weighted-average antidilution adjustment. The forms of the amended and restated CHCL New Warrants and 2021 CHCL Warrants are attached as Exhibit 99.17 and 99.18 hereto, respectively, and are incorporated herein by reference.

On March 1, 2022, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with CH Capital Lending, IRG, LLC, JKP Financial, LLC and Stuart Lichter (the “Investors”). Pursuant to the Registration Rights Agreement, the Issuer has agreed to provide to the Investors certain customary resale registration rights with respect to certain shares issues to the Investors, including the (i) Term Loan Commitment Fee Shares and the Letter Agreement Commitment Fee Shares, as described below, (ii) the shares of Common Stock issuable upon exercise of the Term Loan Warrants, the IRG Split Note Warrants and the Letter Agreement Warrants, (iii) the shares of Common Stock issuable upon conversion of the principal and accumulated but unpaid interest under the Term Loan Agreement and the Amended Assigned IRG Note and (iv) the shares of Common Stock issuable upon conversion of the CHCL Series C Preferred Stock. A copy of the Registration Rights Agreement is attached as Exhibit 99.19 hereto, and is incorporated herein by reference.

On March 28, 2022, in accordance with Amendment Number 6 to Term Loan Agreement, by and among the Issuer and certain of its subsidiaries, as borrowers, and CH Capital Lending, as administrative agent and lender, the Issuer entered into a Securities Exchange Agreement with CH Capital Lending (the “Securities Exchange Agreement”), pursuant to which the Issuer exchanged in a private placement each share of the Issuer’s Series B Preferred Stock that is held by CH Capital Lending for one share of the Issuer’s Series C Preferred Stock, resulting in the issuance of 15,000 shares of Series C Preferred Stock to CH Capital Lending (the “CHCL Series C Preferred Stock”). A copy of the Securities Exchange Agreement is attached as Exhibit 99.20 hereto, and is incorporated by reference. The Series C Preferred Stock is convertible into shares of the Issuer’s Common Stock. The shares of Series B Preferred Stock exchanged, and the Series C Preferred Stock acquired, have an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment. The Certificate of Designations of the Series C Preferred Stock is attached as Exhibit 99.21 hereto, and is incorporated herein by reference.

On November 23, 2021, the Issuer issued to Industrial Realty Group a promissory note in the original principal amount of $8,500,000 (the “Original Note”). Pursuant to an Assignment of Promissory Note, dated March 1, 2022, Industrial Realty Group assigned (a) a one-half (½) interest in the Original Note to IRG, LLC (the “IRG Split Note”) and (b) a one-half (½) interest in the Original Note to JKP Financial, LLC.

On March 1, 2022, the Issuer entered into a First Amended and Restated Promissory Note with IRG, LLC, which amends and restates the IRG Split Note (the “Amended Assigned IRG Note”). The Amended Assigned IRG Note extended the maturity to March 31, 2024. Under the Amended Assigned IRG Note, the principal and accrued interest are convertible into shares of Common Stock at a conversion price of $1.50, subject to adjustment. The conversion price is subject to a weighted-average antidilution adjustment. The principal amount of the Amended Assigned IRG Note is $4,273,543.46. A copy of the Amended Assigned IRG Note is attached as Exhibit 99.22 hereto, and is incorporated herein by reference.

As part of the consideration for the Amended Assigned IRG Note, the Issuer issued, in private placement (i) 125,000 shares of Common Stock to IRG, LLC, and (ii) a Series E warrant to purchase 500,000 shares of Common Stock to IRG, LLC (the “IRG Split Note Warrants”).

The IRG Split Note Warrants have an exercise price of $1.50 per share, subject to adjustment. The exercise price is subject to a weighted-average antidilution adjustment. The IRG Split Note Warrants may be exercised from and after March 1, 2023, subject to certain terms and conditions set forth in the IRG Split Note Warrants. Unexercised IRG Split Note Warrants will expire on March 1, 2027. The IRG Split Note Warrants shall be cancelled without any further action on the part of the Issuer or the holder, in the event that the Issuer repays in full, on or before March 1, 2023, the Amended Assigned IRG Note. The form of the IRG Split Note Warrants is attached as Exhibit 99.16 hereto, and is incorporated herein by reference.

On April 27, 2022, Midwest Lender Fund, LLC, a limited liability company wholly owned by Stuart Lichter (“Lender”), loaned $4,000,000 (the “Loan”) to the Issuer’s subsidiary HOF Village Center For Performance, LLC (“HOF Village CFP”), which Loan is evidenced by a promissory note issued by HOF Village CFP to Lender (the “MLF Note”). A form of the MLF Note is attached as Exhibit 99.23 hereto, and is incorporated herein by reference. Interest accrues on the outstanding balance of the MLF Note at 6.5% per annum, compounded monthly. The MLF Note matures on April 30, 2023 or if HOF Village CFP exercises its extension option, April 30, 2024. The MLF Note is secured by a mortgage encumbering the Center For Performance. Lender made the Loan to HOF Village CFP in accordance with a letter agreement, dated March 1, 2022, between the Issuer and Stuart Lichter, which was amended April 16, 2022, and amended and assigned by Stuart Lichter to Lender April 26, 2022 (the “Letter Agreement”). A copy of the Letter Agreement is attached as Exhibit 99.24 hereto, and is incorporated herein by reference.

As part of the consideration for making the Loan, following Approval (defined below) obtained June 8, 2022, the Issuer issued to Lender in a private placement: (A) 125,000 shares of Common Stock and (B) a Series G warrant to purchase 125,000 shares of Common Stock (the “MLF Warrants”). The exercise price of the MLF Warrants will be $1.50 per share. The MSLF Warrants will become exercisable one year after issuance, subject to certain terms and conditions set forth in the MLF Warrants. Unexercised MLF Warrants will expire five years after issuance. The exercise price of the MLF Warrants will be subject to a weighted-average antidilution adjustment. The MLF Warrants is attached as Exhibit 99.25 hereto, and is incorporated herein by reference.

Notwithstanding anything to the contrary contained in the applicable transaction documents for the transactions set forth above (other than the 2021 Private Placement) (the “Transaction Documents”), as set forth therein, the total cumulative number of shares of Common Stock that may be issued by the Issuer under the Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the number of shares of Common Stock issued by the Issuer under the Transaction Documents reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), the Issuer, at its election, will use reasonable commercial efforts to obtain stockholder approval of the Transaction Documents and the shares of Common Stock to be issued thereunder, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). The Issuer obtained Approval on June 8, 2022.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Original Schedule 13D, as amended by Amendment No. 1, is hereby amended and supplemented by adding the following:

The information set forth in Item 3 of this Amendment No. 2 is incorporate herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D, as amended by Amendment No. 1, with respect to each Reporting Person, are hereby amended and supplemented as follows:

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Original Schedule 13D, as amended by Amendment No. 1, is hereby amended and supplemented by adding the following:

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Original Schedule 13D, as amended by Amendment No. 1, is hereby amended and supplemented as follows:

The following documents are filed as appendices and exhibits (or incorporated by reference herein):

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 16th day of September, 2022

IRG Canton Village Manager, LLC,
a Delaware limited liability company

IRG Canton Village Member, LLC,
a Delaware limited liability company

American Capital Center, LLC,
a Delaware limited liability company

CH Capital Lending, LLC,
a Delaware limited liability company

IRG, LLC,
a Nevada limited liability company

Midwest Lender Fund, LLC,
a Delaware limited liability company